ioneer Ltd (ASX:INR)
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EGM 2021

Oct 21, 2021

Speaker 1

Welcome, ladies and gentlemen, to this extraordinary general meeting of Eyeoneer Limited. My name is James Calloway, and I'm the Executive Chairman of Eyeoneer. As we have a quorum, I now declare the meeting open. Today's meeting is being held online via the Loomi platform. This allows shareholders, proxies and guests to attend the meeting virtually.

All attendees can watch a live webcast of the meeting. In addition, shareholders and proxy holders have the ability to ask questions at submit votes. Online attendees can submit questions at any time. To ask a question, select the Messaging tab at the top of the Lumi platform. At the bottom of that tab, Feel free to either hang up or stay on the line.

For additional questions, press 9 to signal the operator. Due to time constraints, we may run out of time to answer all your questions. If this happens, we will answer them in due course via e mail or by posting responses on our website. I'd now like to turn over the meeting to our wonderful Managing Director, Bernard Rowe, to talk a bit more, give you an overview on the Sibanye Stillwater transaction. Bernard?

Speaker 2

Thank you very much, James, and good morning, ladies and gentlemen and fellow shareholders. Thank you for the opportunity to present this. So I'll just speak very briefly about the transaction, the proposed transaction with Sibanye. There's obviously multi elements to it, but if you see on Slide 8 on our presentation, then that's a graphical summary. So essentially, there are several parts to the transaction.

We are forming a joint venture with Sibanye Stillwater. Ioneer will contribute 100% of the Rhyolite Ridge South Basin project on which our definitive feasibility study is based into that joint venture, and Sibanye Stillwater will contribute $490,000,000 in direct funding into the joint venture. In addition to the $490,000,000 investment, there are 2 other commercial sort of aspects to the agreement with Sibanye. One is that in the future, on Sibanye's election, they can elect to include the North Basin project, which is immediately adjacent to Rhyolite Ridge South Basin. It's contiguous, but it's a separate geological domain.

We can on there on Sibanye's election, that will be contributed into the joint venture in exchange for a further injection of US50 $1,000,000 directly into the joint venture. In addition to that and the 3rd and final element of the deal with Sibanye and what we're obviously voting on today at this meeting is the is that Sibanye and Ioneer have entered into a subscription agreement for the placement of USD 70,000,000 based on Ionia's 10 day VWAP, which is subject to the shareholder approval at today's meeting. So it's a $70,000,000 share placement to Sibanye on a 10 day VWAP. Next slide, please. Slide 9.

So this just runs through the details of the placement. I won't go through everything here, but it's a $70,000,000 placement. That means 140 5,900,000 shares will be issued subject to approval at this meeting. The placement price is a 10 day VWAP that was done around the time of the announcing of the deal, so 15th September. That 10 day VWAP at that time was $0.65 5 per share, and there's some other numbers there that show the comparison compared to the closing price that you can read.

The new shares will rank equally with other existing shares on issue in Eye and Ear. The use of the proceeds from the placement will be used to fund working capital, the cost necessary to advance the project to commencement of construction and fund long lead time items and other capital costs. Importantly, this $70,000,000 is being invested into Ioneer, the parent company, not into the joint venture as the other $490,000,000 and the $50,000,000 North Basin, if that is so elected to do so. So this is funds directed into Ioneer. The Sibanye Stillwater placement is conditional upon a number of items.

The company attaining shareholder approval at this meeting, received by Sylvania Stillwater of approval from the Exchange Control Department of Saab for the Sylvania Stillwater placement that has been obtained, received and announced to the market yesterday that there are no material adverse changes occurring in respect to the company prior to the date of this meeting, which it has not been, and that the warranties given by the company to Sylvania Stillwater remain true and correct, which they do. So with that, I'll hand back over to James.

Speaker 1

Thank you, Bernard, very much. The notice of meeting was lodged with ASX on 20 September 2021 and has been sent to all members and can be found on the Eyeoneer website. I will take the notice of meeting as read. As noted at the beginning of the meeting, all voting today will be conducted by way of a poll. If you're eligible to vote at this meeting, click on the voting icon in the Lumi platform and select one of the voting options.

There is no need to hit a submit or enter button as the vote is automatically recorded. Polling on the resolution is open. In accordance with the proxy form, which formed part of the EGM PAC, I intend to vote all eligible undirected proxies in favor of the resolution. I know that there is only one item of businesses before today's meeting to consider the proposed issue of 145,862,742 fully paid ordinary shares in the company to Sibanye Stillwater pursuant to the placement. We now move the resolution as set out in the notice of meeting and displayed on your screen to approve the issue of securities to Sibanye Stillwater.

The number of proxies you'll see for this resolution are displayed on the screen. Ian, are there any questions or comments in respect of this resolution?

Speaker 3

Mr. Chairman, we have a question in from Mrs. Jacqueline Murray. What pros and cons are there with the Sylvania Stillwater joint venture compared to other options?

Speaker 1

Vernon, why don't I let you take it first and then I'll conclude the answer.

Speaker 2

Yes. So thank you for the question, Jacqueline. So the we ran a process to select a strategic partner aided by Goldman Sachs. That was a process that we started shortly after completing our definitive feasibility study in April of last year. So there's been it was a more than 12 month process.

We discussed, negotiated, reviewed and did due diligence with a number of parties during that process. So clearly, we selected Sibanye as the suitable partner for IronEer. So we went through quite a process to arrive at that decision, the Board did. And then in terms of what advantages does this bring in specific to Sibanye, I think Sibanye is an international mining company with operations in the United States. So it's very aligned in terms of its operating businesses with what we're proposing to build at Ioneer.

They have set out a clear strategy around investment and diversification into battery metals and hence lithium fits very well into that strategy. They're also geographical diversification, so the United States is a jurisdiction that's very much in their radar for diversification away from their other assets. And I think they bring a very strong and Sauvignon is a very strong and experienced, very strong balance sheet, financially robust company that makes an excellent partner for Eyeoneer. And I think importantly, what this brings is a complete funding solution to this project. So in terms of other options, yes, of course, we've raised capital in the past.

We've looked at other strategic offtakes, etcetera. But in terms of a complete funding solution at a very fair and reasonable valuation, then this was a very, very strong proposition and offer put by Sibanye. And finally, I would say that importantly, Sibanye are a company that have very strong ESG credentials that they've actually put into place and into action and that's demonstrated in their operations around the world and that aligns very well with the ESG mission and focus that I and E Board has put in place. And I'll hand back to James.

Speaker 1

Well, I agree with what you've said, Bernard. I would add a couple of other things. As a broad statement, as we got to know Sibanye from the CEO to all the senior people in that organization, I think that Bernard and I both and the Board came to the conclusion that their philosophy of business was very consistent with ours. I think they have a they're really solid people. There's no nonsense about them.

They're incredibly practical, but also visionary. And so I really feel like they culturally fit very, very well with us. And this is extremely important and that they're going to be our fifty-fifty partner for many, many years working together. So we needed to we needed culturally to be aligned. And I think that we are confident about that.

And I must say that ever since we've announced this project, it's been even more clear that we made the right call. I think the only other thing I would add, Bernard, is this, that there was a simplicity about the structure that was very important to us. Look, we are a company that is getting ready to embark on building a very large, very significant, first of its kind, huge project. And what we did not need is a complex capital structure where if something happens or you get in challenges, which invariably happen in the mining industry, that our shareholders you, our shareholders, could find themselves on the short end of a stick, as we say in Texas. And so what I think we have in this joint venture is a core relationship where they're joining with us hand in hand, our shareholders and their shareholders, to go solve the problems that are necessary to bring this to fruition successfully.

And the simplicity of the capital structure is very valuable to our shareholders and to our company's future. So I think that those are the main things to answer your question. Any further questions, Ian?

Speaker 3

Mr. Chairman, there are no further questions.

Speaker 1

Okay, great. All right. So I think that the with that being said, I believe that we will I'm now sorry, we will tabulate the votes and we will present it to the ASX later this afternoon. So I think with that, we are the meeting is complete and we'll call this meeting to a close. Thank you all very much.

Bye bye.

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